INTERNATIONAL SEAWAYS INC (INSW)
Sector: Energy
2026 Annual Meeting Analysis
INTERNATIONAL SEAWAYS INC · Meeting: June 8, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Independent director with relevant energy industry experience; joined June 2024 (under 24 months, exempt from TSR trigger); no overboarding (1 outside public board seat); attendance above 75% threshold.
Long-tenured independent director with broad executive and board experience; INSW's 3-year TSR of +165% outperforms the named peer group median of +88% by +77.5pp, well above the 50pp trigger threshold for strong positive returns, so no TSR concern; holds 2 outside public board seats, within the 4-seat limit.
Non-executive Chairman with deep shipping industry expertise; INSW's strong TSR outperformance versus the compensation peer group clears the policy threshold; no other public board seats held.
Experienced shipping accountant and chartered accountant serving on the audit committee; holds 2 outside public board seats within limits; TSR trigger does not apply given INSW's strong outperformance of the named peer group.
Audit Committee Chair with extensive shipping and banking experience; no outside public board seats; INSW's TSR far outperforms the peer group, clearing the policy threshold by a wide margin.
Governance Committee Chair with legal and compliance expertise; no outside public board seats; strong INSW TSR performance versus peers removes any TSR concern.
Joined June 2024 (under 24 months), exempt from TSR trigger; sitting CEO of TGS ASA but holds only 1 outside public board seat (Valaris), within the policy limit of 2 for sitting CEOs; energy industry and finance background relevant to INSW.
Shipping industry veteran with deep tanker expertise as former CEO of Diamond S; no outside public board seats; INSW's strong TSR outperformance of peers clears all policy thresholds.
CEO and executive director; INSW's 3-year TSR of +165% outperforms the named peer group median of +88% by +77.5pp, which does not reach the 50pp underperformance threshold for a strong-positive-TSR company (the trigger fires only on underperformance, not outperformance), so no TSR-based concern; Say on Pay vote is separately evaluated below.
All nine director nominees receive a FOR vote. INSW's 3-year total shareholder return of +165% outperforms its disclosed compensation peer group median of +88% by +77.5 percentage points — well above the 50pp threshold that would trigger a vote against directors under strong-positive-TSR conditions. No directors are overboarded, no attendance failures were disclosed, no familial relationships with management were identified, and audit committee members have appropriate financial expertise. Two directors (Anderson, Johansen) joined within the past 24 months and are exempt from the TSR trigger regardless.
Say on Pay
✓ FORCEO
Lois Zabrocky
Total Comp
$4,505,569
Prior Support
97%%
CEO total compensation of $4.5 million is reasonable for a $4 billion energy/shipping company, with over 80% of pay delivered as variable or performance-linked compensation (annual cash bonus and equity awards split equally between time-based restricted stock units and performance stock awards tied to 3-year ROIC and relative total shareholder return). The prior Say on Pay vote received over 97% support, reflecting strong shareholder endorsement. INSW's 3-year and 5-year total shareholder returns of +165% and +625% substantially outperform the disclosed peer group, confirming that above-benchmark incentive awards were earned alongside outstanding shareholder outcomes.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
9 yrs
Audit Fees
$1,425,480
Non-Audit Fees
$0
Ernst & Young has audited INSW since 2017 (approximately 9 years), well below the 25-year tenure threshold. Non-audit fees were zero in 2025 (only $12,700 in tax fees in 2024 and nil in 2025), so the non-audit fee ratio is 0%, far below the 50% flag level. No material restatements were identified, and EY is a Big 4 firm fully appropriate for a $4 billion company.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Ratification of the Second Amended and Restated Rights Agreement
This proposal asks shareholders to ratify a three-year extension of the company's poison pill (shareholder rights plan) through April 2029, with a purchase price now set at $95 per share. While the board frames the pill as protection against creeping acquisitions by Famatown (a competitor holding ~16%), shareholder rights plans of this type limit shareholders' ability to accept premium acquisition offers without board consent, effectively entrenching the current board. The prior version was ratified in 2023, but routinely extending a pill every three years without a clear, time-limited justification goes against good governance principles — shareholders should have the ability to evaluate acquisition proposals on their merits. A vote AGAINST is warranted because the three-year extension, combined with a 20% trigger, imposes a durable constraint on shareholder rights that is not justified by a specific, imminent threat requiring multi-year protection.
Overall Assessment
The 2026 INSW annual meeting ballot contains four proposals: director elections, auditor ratification, Say on Pay, and ratification of an amended shareholder rights plan (poison pill). We vote FOR on all nine director nominees, auditor ratification, and Say on Pay, reflecting INSW's exceptional total shareholder return, clean audit fee structure, and well-structured performance-linked executive pay program. We vote AGAINST the rights plan ratification because the three-year extension entrenches anti-takeover protections in a way that limits shareholders' ability to evaluate premium offers on their merits.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing